Ben 10: Alien League
by Benjustice
Summary: Ben, Gwen and Kevin lost everything they care for. As they end up in an another universe and meet The Justice League. With new friends and enemies in their new home. Ben x Zatanna.
1. Starcrossed

iI don't own Ben 10 or Justice League.

I want to thank to the authors that Inspire me are Sandman7734, The Incredible Muffin, TerrorKing10 and CaptainRex75.

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Ben 10: Alien League

* * *

Starcrossed

* * *

Bellwood

In the sky above the city of Bellwood, a huge explodend from space as a large green ship remble a jet with one wing on the right side and on the left is rip off and on fire when suddenly one of the engine fall off coming from the atmosphere.

Inside of the ship is Ben Tennyson ,savor of the universe and wielder of the Omnitrix on the held of the ship along with his cousin Gwen Tennyson, one-quater Anodite, magic-user and black-belt and best friend Kevin Levin, the Osmosian and former enemy both are unconscious are about to crash into the city.

" _Own familys are gone Mine's, Gwen's and Kevin's_ "when he failed to protect them from _HIM_ , when suddenly the computer on the ship tell at the Rust Bucket 3 is about to explode " _Well at less we get to see them again"_ as a large explode from the tail to the middle then the head at mid-air.

* * *

Metropolis

Ben slowly opening his eyes and see a cloudless blue sky above. Also seen buildings around him including a a building with a golded globe on top. He found in a park of sort, tree all around.

"Ben?" he heard a soft voice turning his right was his cousin Gwen, her red sweater and white shirt were tattered and her stockings were ripped and next to her left is his best friend Kevin, his black T-shirt over a grey long sleeve shirt and blue pants have small holes. as both of them trining to stand up as they as are hurt bad.

"Gwen"..."Kevin" As Ben got up on his feet to help them and head toward them. When they finally met in between them and he give both of them a hug, Supporting each other while and letting their bodies just relax for a moment.

"Are guys okay?" as Ben feel tears on his shoulder as tears coming from Gwen "No Ben I'm not alright. We lost everything, Our familes and ever Grandpa Max!". Kevin punching fist to the ground "I knew something was wrong and we fell to _his_ trap" as he triing to hold his tears.

Ben looked at them and before down, "I know... I'm sorry for all what happen, I couldn't protect them" as tears coming down.

Kevin sighed "No Ben, Its not your fall and hope he dons't come back this time" wipeing his tears on his sleeve.

Gwen shook her head "that what you said the last time, but the real question is where are we?.as Ben, Gwen and Kevin are standing up and see around the area.

"Yeah this definitely not Bellwood" Kevin said as he noticing the alien-looking ships hovering all above the city. As Ben, Gwen and Kevin heard large wings flapping behide them and saw several red and gold armored humans with large bird wings on their back armed with various weapons.

"Halt, Humans" one of them shouted to them. "Show us your identification now or suffer the consequences" as few of the hawkmen pointing their spears at the three.

Ben, Gwen and Kevin looked each other. Before Ben decide to transform and Kevin doing something stupid, Gwen stepped forward. "I am sorry, me, my cousin and my boyfriend are lost.

"We are the Thanagarian Military Force and we currently occupy this planet for its own safety". When they heard the word "Occupy" they know what its mean.

"I think we heard that before and we heard enough" as Ben pulled up his left sleeve and reveal a green and white wrist watch, "Its Hero Time" as he tapped the faceplace a holographic ring came up, He cycled the various aliens he collected over the years when he select the alien he wants, the faceplace silde open reveal a omnitrix core come out and slammed his hand to the core. A green light over his body, the birdmen shield their eyes for a moment.

"HEATBLAST" When the bird alien unshielded their eyes and see a humanoid creature made of magma, its forearms and hands are oversized and head its on fire. Heatblast raised his hands pointing at the hawkmen. "Time to make some hot wings" as his hands came steam of flames blasted a few a hawkmen in air, at the same Gwen surround her fists with mana, swinging her arms out to send ball of purple mana towards the hawkmen on the ground. As Kevin grabs one of the hawkmen weapons and he absorped the metal coating his entire body and morphing hands into hammers head towards them. In moments, all the hawkmen were beated down, their armor have dents, most of them are smoldering and have burn marks and unconscious but alive.

Heatblast landed near Gwen and Kevin as they gave Heatblast each a raised eyebrows. "Well I think it is safe to assume that they are not friendly aliens. We just went from one bad thing to a another". Kevin looked the hawkmen while cracking his knuckles. "Oh well, I was looking for a good excuse to vent some frustration".

Gwen looked around. "Yeah and I think I know where we should start next". She point up towards a large silver ship flying over the city. "That one looks different from the others, So I am guess it's pretty important.

Heatblast and Kevin smirked at her in reponse as Heatblast point his arms to the ground and shot a continuous stream of fire launhing himself into the air. Gwen create a platform of mana, she and Kevin climb on and levitation up toward the ship."Gwen are still packing them?" Kevin asking Gwen as she unsleeve her right arm and reveal 5 round magical stones, The Charms of Bezel."Who asking?" said Gwen giving Kevin a smirk.

* * *

Thanagarian Prison Ship

Six members of the Justice League, some of Earth's greatest Heroes had been defeated. Trapped in a sphere of red sun radiation lay Superman, The Man of Steel. In another cell, Wonder Woman, Princess of the Amazons, was bound to a pole by her own indestructible lasso. The next cell was The Flash, Fastest Man Alive, pinned to the ground by gravity generators. Across from him lay The Martian Manhunter, the last Martian of Mars, held by metals that he couldn't phase though or use his telepathy. At the end of the hall was Batman, The World's Greatest Detective, with a triple lock reinforced shackle covering his hands. In the last cell was John Stewart, one of the Green Lanterns of earth, stripped of his power ring, was shackle as well.

They had been betrayed by one of their own, Hawkgirl. Each Hero contemplated many things in their imprisonment, but most of all, they thought of the traitor that used and abused the friendship and comradery they all shared.

but silence was broken when a voice crackled over the intercom. "Intruders have entered the ship. All Troops stop them, Stop them now!"sound panicly.

The doors to the cell block explode and flew across the hall landed three hawkmen.

"Well.. This defectly not the bridge" as the League see a being made of magma and head on fire they were inexpected.

"It look like a prison holding cell to me" and young man look like his entire body cover in metal next to him.

"If I'm right and this aliens are hostile and these prisoners are possiable allies" a young woman with red hair in a ponytail next to to them, She stepped toward and looked the occupied cells. "By the look of their cells, they definitely heavy hitters". surreley she look up and she armed hawkmen pointing at them.

"Guys incoming" as she create a wall of mana block their attack. "If you guys aren't business?, do mind setting these prisoners free?" question Heatblast and Kevin as they went to the cells when more hawkmen coming their way.

"Ben, You go free them I got these" Kevin morph his hands into blades and head straight toward them.

"You peoples are good guys right?" Heatblast asking Superman. He was confuse when he ask that.

"We are the Justice League"ask the flame alien.

"Justice League? is it me or that sound a bit corny" Kevin ask while sliceing the hawkmen weapons.

"See told you it was too corny" said The Flash who still in the gravity generators.

Heatblast threw a fireball at Superman's cell controls and shut down the red sun radiration as He walked toward him and melted his chains and cuffs.

"Thank you, Free the others" said Superman tells Heatblast as his head tords the next cell which is Wonder Woman.

Heatblast throws a another fireball at Wonder Woman control cells and freed Her and gather her lasso.

"Thanks, I'm Wonder Woman by a way" thanking Heatblast as he noticed her outfit, lucky his head is on fire.

"I''m Heatblast, free the rest of your friends I got this" as Wonder Woman is starting free her teammates. Heatblast throws muti fireballs at the hawkmen to keep them bussiness . He saw that Gwen's mana-shield is starting to break loose as the hawkmen pounding their weapons at it.

"Ben, Kevin hurry up, I don't know how long I hold them" as Gwen starting lose it as the shield breaks and hawkmen starting to surround them.

Heatblast saw the Justice League fights he saw what powers they got super streath, super speed, flight, intangible and ever shoot laser out of Superman's eyes except for Batman and Green Lantern who they don't have powers, but still fighting along with Gwen's mana blasts and Kevin's blades.

"Okay these guys are not your regualar humans" said Kevin still fight hawkmen.

Heatblast saw one of the hawkmen carry a large gun and pointing at Wonder Woman. He fly toward and block the hawkmen path as he slammed his hand into the Omnitrix on his chest, flash of green light, the Heroes and hawkmen shielded their eyes.

"FEEDBACK" shouted a new voice, in Heatblast's place stood a black cycloptic creature with green on the front, gold battery bolts on his shoulders, arms and hit and plug sockets on his finger tips, two on his antenne and one on the tip of his tail and Omnitrix symbol on the chest. "Hey big guy!" Feedback taunted "Hit me and win a prize!"

The Thanagarian fried his gun. Feedback stood calmly as his antennas from his head moved into the blast range, instead of exploding, everyone except Gwen and Kevin, the energy blast went into the plugs in the antennas and into his body. "My turn" as he raised his hands and shoot eletricty. had hit anyone, the eletricty blasts can pack a punch.

Feedback been aiming for the wall. A massive hole was blown through the ship. The city is seen below. Feedback blast the remaining hawkmen, then turn to the League, Gwen and Kevin. Feedback tells the Justice League and his team "We going down people, Anyone who can fly, grab someone who can't."

Superman carry Batman and Martian Manhunter flew through first, he followed by Wonder Woman carry Flash and Green Lartern. "What about you and your friends" said Wonder Woman.

"I got that cover" as Feedback slammed his Omnitrix on his chest, a flash of green light and replace him is a blue phantom-like alien. "BIG CHILL" shouted in a eerie whisper voice as he unfolded his wings into a blue mothman like appearines and grabbed Gwen and Kevin went toward the League.

Big Chill flew in the air holding tight on Gwen and Kevin, "Okay This is a nice planet you got".

The Flash looked at his rescuers. "I could be wrong, but its possbile that those guys are our side".

* * *

Streets of Metropolis

The Justice League along with Big Chill, Gwen and Kevin who uncoated his metal body had managed to evade The Thanagarian and hide in a clothing stone. As the group caught their breath, Green Lartern turned to Superman. "That X-ray vision working again".

Superman looked up at the ceiling then the walls, nodding, "Just enough to see hawk soldiers still patrolling the skies."

J'onn in his Martian form, looked out towards the streets, "They'll have the whole city looking for us by now".

Flash spoke up with a smile. "Who Knows, Maybe they'll get tired and go home." the others looked at him, some of them glaring at him. "Yeah a liitle optimism at a time like this couldn't hurt". Gwen walks towards them

"I'm sorry, we didn't introduced our selfs, My name is Gwen Tennsyson, this cousin Ben and my boyfriend Kevin Levin." Gwen introducing her, her cousion and boyfriend.

"He's your cousin?" Flash look at Big Chill he didn't see the resembles.

"Belive me they are related" Kevin give te League a heads up.

Than Suddenly a booming voice is heard from outside.

"THIS IS THE VOICE OF THE THANAGARIAN OCCUPATIONAL AUTHORITY. YOUR SO CALLED 'JUSTICE LEAGUE' AND THREE OTHER CONVICTS ARE IN VIOLATION OF OUR MARTIAL LAW. THEY ARE TO BE CONSIDERED AN ENEMY, AND DEALT WITH ON SIGHT. AMY PERSON FOUND AIDING OR HARBORING THEM WILL BE SUMMARILY PUNISHED."

Big Chill crossed his arms and glare at Flash. "Still think they'll just go home?"

Batman stepped forth. "For the time being, we're going to have to go underground."

Wonder Woman raised her hand, looking at Batman "How exactly do we when the entire planet is out looking for us?"

Big Chill came toward them. "Especially you guys have brightly colors outfits and they not made for blinding in."

"He is right on both" As J'onn held the sleeve of a nearby coat. "They are looking for the Justice League, without costumes, we merely ordinary citizens" as he shapeshift into a middle age man.

"Now hold on a second here. What about the whole secret identity? I mean, I guess I could trust you guys enough to reveal my secret identity, but whta about them?" pointed his thumb at Big Chill, Gwen and Kevin.

"So trust the people who saved your sorry butts from the hawkmen, that be stupid." Big Chill shouted the last words. Gwen stepped in between the League and Ben and Kevin. "What his saying, is we either earned your trust. Beside Me and Kevin don't have a secret identity."

Big Chill stepped forward them. "Look we didn't ask to be here, Hell we don't want be heroes again, after we went through, we will help you take your planet back, after that..."

"And for this secret identity" as Big Chill slammed his hand on the symbol on his chest. in a green light, the mothman replace by a eighteen year-old boy wearing blue jeans, black shirt and green jacket with a number 10 on his left side and on his left wrist is a white and green wristwatch-like device. "I'm Ben Tennyson." as the others were stunned by that.

"A kid?" Green Lartern in complete disbelief. "You're telling me a bunch of kids rescue us from the Thanagarians?"

"Hey we eighteen and Kevin is nineteen." Ben correcting the Justice League. "And I been doing this since I was ten."

More stunned Superman asked him. "Since you were ten?"

Ben lift his left wrist. "An Alien Device, its called the Prototype called the Omnitrix is was fall down from a ship in orbit and landed in front of me and I use it over summer vacation to became a superhero. I got the new Omnitrix. and that a long story."

"You that for eigth years and how we haven't hear of you?" Wonder Woman asked.

"How we called about our history when we're not by surround by bird people?" Kevin frowned.

Batman speak up "For now, I don't about trusting you three, but anyone who fight along side us. The enemy of my enemy, is my friend." He pointing at the Flash "Wally West." then pointing to Superman "Clark Kent". finally reached up his own mask and yanked it, revealing his face well dark hair, handsome face and blue eyes. "Bruce Wayne".

Flash sigh "Show off" as he pulling his own mask, his messy red hair as he smiled a bit for everyone.

Kevin smirked and laugh a little "Wally, Really?" as Gwen elbow on his side and she gave he a glare.

"Thank you Gwen." Flash thanking Gwen.

In a few minutes later, every member of the Justice League was dress up is a normal civilian, with Superman wearing a blue business suit and glasses, Wonder Woman wearing a long sleeve blue shirt while tying up her hair in a long ponytail, Green Lartern wearing a skull cap, brown hoodie and brown pants, Batman wearing a leather jacket along grey pants and turtleneck, Flash wearing dark jeans and brown jacket, Gwen change her shredder clothes into a similar red shirt with a black vest, gray pants and black flats and red scarf to hide her face and her still have her ponytail, Kevin change into a similar look tight black shirt, grey long sleeve shirt, blue pants and black combat boots and still have his padlock necklace and Ben stuck his normal attire.

As they exited into a alley, Bruce stand guard make sure the coast is clear. "We need to spilt up, they'll be looking for nine of us, Not in pairs." Green Lantern spoked in a military voice.

J'onn asked "A rendezous point?"

"We're about thirty miles from Gotham City, we regroup at my house there, But try and keep a low profile" Bruce looked at Ben, Gwen and Kevin, "Me and Diana take the kids. We'll pose as a family making our way out of the city." Ben glared at Bruce. "Fine, but I not calling you dad." before moving out of the corner spilting to Superman and J'onn, then John and Wally, finally Bruce, Diana, Ben, Gwen and Kevin.

Wally let out a slight sigh, "Thirty miles through Hawk infested territory...No problem." Diana walking next to Gwen. She looked down at her with a smile. "By the way, I'm Diana, the Princess of the Amazons." Gwen was surprise as did Ben and Kevin.

Gwen is perk of exciment "Really you're a princess?" Diana nodded.

"Okay this universe is getting weirder and weirder." Kevin suggest in universe they are in as Ben nodded.

* * *

Aboard the Thanagarian Mothership

Onboard the ship, Shayera Hol, former member of the Justice League under the alias Hawkgirl as loss of words.

Hro Talak, the commander of the fleet and Shayera's betrothed was checking on the report of the Justice League escaped from their prison ship was furious and from the security feed of how they escape and who help them. The Justice League couldn't defeat the entire Thanagarian fleet.

Talak check the images from the prison ship. He asked Shayera if she knows the league's rescuers and she didn't know them. She did not recognize the girl shooting purple energy and constructs from her hands like Green Lantern or the man cover in metal nor the creature made of lava that turn into a creature that can absorbed and shoot out eletricty blasts and than turn into a blue mothman.

Talak speaking over on screen with Paran Dul, a female thanagarian soldier who is contructing of the shield generator in the Gobi Desert.

"Beware that the Justice League has escape, due to the interference of these strangers." Talak warning her. "Stand ready for an attack."

"Any attack on this base would be suicide." Dul completely unconcerned about an attack.

"Keep me informed of your process. Let nothing delay you." Talak command an ordered.

"By your command." the screen blank. Shayera walked on the conversation on Talak and Paran.

"Humans as slave labors?" she question after overheard Paran mention using humans to 'lift and carry as well as any animal'.

"Unfortunate, but necessary." Shayera noted as they walked over to a nearby console to check up. "We are on a most unforgiving schedule. We must move as quickly as possible if we want to finish the hyberspace bypass in time."

Shayera eyes widened as what she heard "Bypass?" quickly walked over Talak. "I thought we were creating a force field for the Earth!"

"That was merely the cover story." Talak spoke.

Shayera glare at him, "So when were you going tell your real plan? Or didn't you think you could trust me?" looking at each other before finally Talak turned away, putting his hand on her shoulder, "Come." as the two enter war room of the ship and brought her to a large screen use for battle strategy and tactics.

"As you are well aware, the Gordanian homeworld has been protected for decades by an impenetrable defensive line." Talak explaining being a image of the Gordanian home system, their planet being shown as legions of ships and space stations that make a frontal assault a surrounding the planet.

"But this chain of bypasses will allow the full force of our armada to go around their defenses by jumping behind them, which will let us wage a direct assault on the heart of their empire."

As Shayera saw the plan was brilliant, but something was wrong.

"Earth is the last link in the chain, Once we finish it, we can finally attack and annihilate the threat of the Gordanians forever."

Shayrea was beginning to sounded like victory in Talak words, but she wasn't was bothering her the most.

"But ripping a hole in hyberspace will destroy this entire planet and everyone on it."

"Sadly, yes" said Talak who sound heavy.

For Thanagar to live, Earth must die"

* * *

Metropolis streets

As Ben, Gwen, Kevin, Bruce and Diana are on their way out of the city. Gwen stood closely to Diana, bit of a talk here and there as they passed by Thanagarian patrols. on their left Ben, Kevin and Bruce walk silently.

Diana breaks the silent. "So what can you three do?"

"What do you what know about our powers?" Kevin question the Amazon.

"It might helps us fight alongside you better" Diana glare at Bruce.

Ben Sighed "For me, I got super strength, super speed, flight, regeneration, intantrabiliy, invulnerability, elemental powers, energy absorbing and redirecting; the list goes on." Ben smile. "It's a question of what powers I don't got."

Both older heroes were shock, if that was true, than Ben got more powers than the entire League.

Gwen speaks "I can create blasts, shields and barriers all made from mana and I also do magic." than Kevin's turn.

"I can absorb matter like metal, stone, wood, ever rubber and mud and shapeshift my hands into weapons"

"Than how come we never heard any of you? expecially you of your power and doing this since you were ten years-old."

Ben explaning them. "Because we're not this universe"

Both Bruce and Diana were shock.

Ben continued explaning. "Yes we're from a another universe where we don't have a Justice League' and this isn't the first time I end up in a another universe. "

As Bruce nodded to Diana to keep moving.

* * *

Gotham City: Wayne Manor

Bruce, Diana, Ben, Gwen and Kevin were the first to arrive at Wayne Manor.

"This is your house?" Ben was shock.

"Dude how rich are you?" Kevin was also shock well.

Bruce give both Ben and Kevin a eyebrow as he pressed the doorbell and it open by an older balding man wearing a butler uniform. He bowed in a proper manner. "Master Bruce, so glad to see you safe".

Bruce intruding the butler. "This Alfred, my butler" the he gestured the group. "This Diana, Ben, Gwen and Kevin."

Alfred bowed than extending his arm. "Welcome, would you like some refreshments?"

At the moment Ben's stomach growl as he blush a little. "I guess we're haven't eat since last time eat.."

As they rested and relax for a while and than Bruce show Ben, Gwen and Kevin toward to a grandfather clock as he pulled one lever that opening to a tunnel.

Bruce smirk a bit as he watch the young heroes expression as they enter to a large cavern. "Welcome to the Batcave."

* * *

A few hours later

Gwen walked around the cave and see a lot of memorable that Batman have collecting over his crime-fighter years just as a twenty-foot tall penny and a mechanical T-rex and other smaller objects.

Kevin checking out the Batmobile. '"I bet this is a fast ride and it got a lot a gadgets." Than Bruce while he at his computer. "Kevin don't touch it." Kevin was spook if how he know that he was near his car and Kevin stepped back a bit.

Ben looked at the glass cases of weapons and costumes of Batman's villains, especially at the freeze gun.

"Your guests have arrive sir." as Alfred announcing the arrival of Flash and Green Lantern. "You're late"

"Nice to you too" Green Lantern spoke sarcastically.

Wally notice the T-rex. "Hey, that's a giant dinosaur."

"And I thought Batman was the detective." Said Alfred, the teens starting to like the butler.

J'onn speaks to the group. "We were just speculating why the Thanagarians are here."

Clack said "Obviously not to us."

"But if the Gordanians aren't anywhere near Earth." Wonder Woman speaks. "why do they need to built that force field?"

Bruce said "If it is a force field."

Ben spoke up the League. "If I can take look of their technology, Maybe my smart aliens to figuring out" as the League look at him. "I got brainy transformations." The League look at him.

Gwen speaks "Believe him his brainy aliens are very smart." suggesting the them.

"I can tell you what it is"

The nine heroes turned and were shock to see the traitor, Shayera Hol coming from the shadows with no mace or weapons.

Clark pulled of his glasses. "You've got a lot of nerve showing up here."

"We should thank you" said Diana crunching her fists. " It saves us the trouble of hunting you down" when a flash of green light behind them.

"BLITZWOLFER" an werewolf like-alien with grey fur and black mane wearing a green suit, collar and wristbands and Omnitrix symbol is on his collar. Jump over the group and grabbed the traitor by her throat and on his other hand he flexed his claws. "Give one reason why I shouldn't give you the worst earache of your life." as he open his mouth into four prong jaw.

Shayera gasping for air. "I didn't...come here to fight. I came to help."

Wally glare at her and he cross his arms. "Hawk People all over the planet, Martial Law? Us getting chased around like dogs. I don't think we can take much more of your help."

Blitzwolfer looked at her eyes and felt sorry to her. He feel a hand on his shoulder and turn to see Gwen nodded to him. "Ben, put her down." Gwen asked nicely.

Blitzwolfer looked down at her for a moment and dropping her to ground as she took a long a deep breath and cough slightly. "Make one wrong move lady and I'll tear your wings off."

Shayera turned to the Justice League. "They're building a hyberspace bypass. When it's active, it'll destroy the planet and everyone on it." She head toward Bruce and handed him a what look like a purple videotape. "Here this has all the information on the project."

Bruce glare at her. "Believe me, I didn't know the magnitude of Talak's plan."

Bruce took the device. "We're check it" as he turn. "There's the door." as the League turned away from her also Gwen and Kevin joined too.

Blitzwolfer was about join them when he heard Shayera "Aren't you going turn your back on me too?"

Blitzwolfer turned back and saw John standing behind her, glaring at her. "Last time I let my guard down, you sucker punch me."

"It wasn't personal."

"Keep telling yourself that."

"I did what I thought was right then. And that's what I doing right now." as she stepped to John and handed what look like a green ring. As Shayera spread her wings and took off.

Blitzwolfer press his Omnitrix on his collar and turn back to normal. "Dude, she didn't propose to you?"

As John slip his ring into his middle finger. An sudden green glow surrounding his body before changing into his clothes into a green and balck costume.

"Okay I admit that pretty cool." As Ben and john joining the rest.

They were watching a simulation of the effects of the hyberspace bypass. They seen the simulation Earth was consumed by a bright energy wave.

"Ingenious" said Bruce.

Yeah, I'm impress." said Clark taking off his glasses. "let's go wreck it."

"How?" question John. "It behind a force field."

Before anyone thinking, an bright green light flash behind them as they turn.

"BRAINSTORM" shouted in a British accent a orange crab like alien with very large head; he got six legs and small pinchers and Omnitrix symbol is on belt on his abdomen. As Brainstorm walked toward the batcomputer right next to Bruce.

"If you allow me the use of your computer, I may calculate this problem." as Bruce get off his chair and Brainstorm sit it and type on the keyboard.

Brainstorm press key after key with his pinchers in a fast pace and well calculating in his mind.

"The Force Field control systems is most likely be on their flag ship." he hit a few key and bought up an image of the thanagarian mother ship and highlight on a where it is. as Brainstorm step off the chair and press his Omnitrix symbol and change back to Ben with shirk smile.

Bruce glared at the teen and the rest. "Go shut it down." He ordered. "I'll take care of the bypass."

"That thing's the size of a city." exclaimed Flash. "What are you going do, throw a batarang at it?"

Bruce didn't every blink. "Something like that." then suddenly the batcomputer starting flash red.

"They must of put a tracking device on Shayera, Everyone suit up." Bruce go to his spare suit while the league change quick.

When the door to batcave was smash open as two dozen hawk soldiers lead by Kragger, one of Talak's advisors.

As he order his troops. "Spread out, they're hiding here somewhere.

The Thanagarians starting to spread when suddenly green blade slice though a barrel of a laser cannon one of the hawk men was carrying. "Uh-uh. all through hiding." as Green Lantern comes out of the shadows.

"And let me intruding to a friend I like call" Ben speaks when a flash of green light that blinding the hawk soldiers. "HUMUNGOSAUR!" shouted load deep voice, Hawk men saw a 12 foot-tall humanoid brown and tan dinosaur creature and Omnitrix dial on his chest.

Humungosaur crunching his fists. "You bird guys are made a _humungous_ mistake."

Green Lantern raised his right fist. "Come and get some."

The hawkmen rush into the battle as a few fired on Green Lantern as he flew into the air and fired a blast of green energy at one of them, knocking him down.

Wonder Woman spinning her lasso and wrapped on one of hawkmen's ankles, she spun around and slinging him away.

J'onn phased theough the floor and lifting his right arm, close-lined the hawkmen that Wonder Woman thrown.

Kevin put his hand on the ground and absorbed the stone coating him then running toward the Hawkmen as they pointing their lasers at him and fired, but his stone body can't penetrate it. Kevin morphing his hands into maces, smacking the heck out of them.

Flash ran though the hawk soldiers, hitting them by high speeds then rushing away, one Thanagarian drew his gun at the speedster, but Superman crushed his weapon and his hand screamed in agony. Superman said. "Let's use our inside voice." then he punch him.

Two Thanagarian were firing on the Flash, but he been avoided their every shot, He run right past them and spun his arms around fast enough to create a small tornado and blew them into the giant penny which fall on top of them.

Flash ran the top of the penny "Tails." with a smirk smile. "I win."

Gwen form mana platforms ran up and sending blasts of mana into any hawk soldiers knocking them out or disarmed them. Gwen active of charms of Bezel as she put up her hands and shouted. "Tur-Bo" as a gust of wind blows the hawksoldiers in to a wall.

Batmen swinging on a grapping hook then he throws three batarangs into the crest armor of three Thanagarians. "Your weapons are pitiful" said one of them, but none of them didn't notice the batarangs are blinking.

"Wait for it" said Batman with a smirk. Behind him are hundreds small eyes as hundreds of bats swarming the Thanagarians biting and scratching them.

Humungosaur slamming his fists on hawk soldiers, their weapons can't penetrate his tough skin. As Kragger was about to shoot him, Humungosaur swing his tail at him and straight to a wall.

As Soon the fight is over, After tying the aliens, The League and Gwen, Kevin and Ben who turn back to normal walked out The batcave. They saw Alfred sweeping up the glass from the remains of the front widows. "Mine the glass, sir." said Alfred.

Batman turned to Green Lantern. "I want you, Superman, Wonder Woman and Ben to go to the command ship and shut down the force field."

"And the rest of us?" J'onn asked.

Bat looked the Martian. "You're going to help me retake the Watchtower."

Flash ran right to Batman. "It's crawling with Thanagarian soldiers, How do you plan on getting inside?"

Batman turned his head and pointing at the Thanagarian ship outside his living room widow. "With that."

Ben step in between Batman and Flash. "Wait a minute' I can't be separate with Gwen and Kevin let them come with me".

"Can Gwen and Kevin fly?" Batman glared at Ben.

Ben blinked a few times before answering "Well Gwen can, But" then a hand was on his shoulder and turned and see Gwen.

"Ben go with them, Me and Kevin will be fine, You do your job and We do ours". Gwen looked at him. "Remember what Grandpa Max said _Responsibility_ "

Ben breathes calmly. "Thanks Gwen I been over protective lately". as he hug her.

Before they separated, Gwen smiled "I know Ben". As feel Kevin's hand on her shoulder.

"Kevin you look out her" Ben asked his best friend. "you know it dude" Kevin said as they fistbumped.

Ben active his watch and selecting the alien he wants then slams the core as stood in his place was a red humanoid manta ray with black lightning bolt-like stripes coming down from his shoulders, gills underneath his arms with yellow horns, yellow patagia and Omnitrix is on his chest. "JETRAY".

As Superman, Wonder Woman and Green Lantern flew out the widow and Jet flowed by widow. "Good luck, guys" as he flew straight toward them.

* * *

Batman, Flash, J'onn, Gwen and Kevin enter the alien ship. J'onn examining the controls.

Batman asked "Well?"

J'onn stood up. "I have no idea how to fly this vehicle?"

Flash push a large button. "What's this do?" a beam energy from the ship fired, making a large hole in side of Bruce's house.

Batman moved closely to Flash's face. "That's. Not. Helping." Said through gritted his teeth. Gwen and Kevin look Batman.

Kevin said. "Remind me not to make that guy anger." Gwen nodded.

J'onn look up at them. "I need one of the Hawk men."

Kevin looked at the controls and Gwen right next of him. Gwen said "Do you think you can drive this ship?"

"The controls are some what similar spaceships from our universe, but I may have hotwired it". Flash run toward them. "What? You know how do hotwired a spaceship?" question Kevin.

Kevin said. "Spaceships, cars, alien doomsday devices and some times evil robots." Flash and J'onn looked at him in a strange way.

"Kevin have a kind of rough childhood." said Gwen smile nervously.

Batman knock the ship as the group leave the ship and see Batman and Kragger cuffed behind his back and shoved him to side of the ship.

"You think I'll tell you anything?" as Kragger sneered. "I'd sooner choke on your bones."

Flash grabbed Kragger's armor and raising his fist. "Okay by me, start with these?" than J'onn grabbed Flash's arm. "We are running out of time. I'll take the information from him."

"I thought you couldn't read their minds?" said Flash

J'onn eyes are glowing as he reaching his hands onto Kragger's head. "I'll just have to try...harder." as he spoke ominously.

In a few moments as they waited for J'onn searching in Thanagarian's mind as Kragger's eyes widening. When suddenly J'onn scream in pain as large gashes appearing on his face if some animal clawed him. Gwen gasped as more gashes appear on his body.

"We have to help him, something attacking him." Gwen ran into him but Batman stop her. "Let him be, He can do this." said Batman

She watched as more and more wounds appear on J'onn before Kragger cried out in pain. J'onn starting to stand up and his wounds are heal. Batman went next to him. "I have what we need."

In a few minutes later, Batman, Flash, J'onn, Gwen and Kevin were on the Thanagarian ship and headed off to the Watchtower. As Kragger lying on the ground in a comatose state, Alfred was right next to him as he remember the alien stuck him when he and his troops intrude the Wayne household. "I'll asked Master Bruce to refrain from leaving trash in the yard."..

* * *

In The Thanagar Command Ship

Shayera sat in a low circular chair in the middle of holding room with a force field surrounding her. Her eyes closed as she waited for her fate to decide.

The doors opened as Shayera open her eyes and face to face with Talak. "Why would you do this?" Talak said in a firm and strong voice.

She stared back at him. "I's trying to save lives."

"So am I, Tens of billions of Thanagarians." Talak said in a rising voice.

Shayera stepped a little bit closer, glaring at him. "So we trade the human's lives for our own?"

Talak spoke. "War makes for hard choices, Lieutenant." Looking at her not as a soldier or the woman he loved. "It's them or us."

Shayera said. "The man I fell in love with would have found another way." hoping to change his mind.

"Are you talking about me or Green Lantern?" Talak jumping on a conclusion.

Than Shayera stared at him in silence before closing her eyes and looking down.

Talak looked at her. "I didn't want to believe it...Shayrea, I love you. I can forgive your treason." said in a hurtful tone. Shayera arms crossed and shaking. "I can forgive everything." He place his gauntlet on the force field. "Makes this all go away."

She opened her eyes wide. "Just tell me what I need to hear! It was a meaningless flirtation! You were lonely...Tell me I'm the one you love! Not. _HIM!_ " Talak spoke with some desperation.

Shayera stepped closer and said. "If you want me, I'm yours. All you have to do is spare the Earth." making one last attempt to change Talak's mind.

Talak stepped back a bit and slams his fist on to the force field. "Perhaps you will forget him when Earth is nothing but a memory." as he walk out to the door as spikes coming to the sides and Shayera standing alone with her thoughts.

* * *

Space: Outside The Watchtower.

On the stolen ship, J'onn shapeshift to Kragger from the wings to his armor. As he activating the communication.

"Shuttle Elipson-sixteen, requesting entry. Confirm docking code." J'onn speaks in Kragger voice.

"Docking code confirmed, you are cleared to come abroad." came a response as the Watchtowers's docking bay are opened.

As the ship landed on the docking bay as "Kragger" stepped down the ramp and Two Hawk-soldiers heading towards him as one of them speaks. "We weren't expecting you Sir."

"Kragger" spoke them. "There has been a change of plans." As J'onn morphed into a blue Cyclopes with horns charging them with a roar slamming his fist into them sending them flying to a wall.

A Hawk-soldier aiming his laser rifle at J'onn when a Batarang knocked the weapon out of his hands as a sphere of Mana hit him and straight towards the wall. As more guards. Flash zipped past them and wailing one to another with his speed. Kevin grabbed one Hawkmen's melee weapons and absorbing it and cover him and morphing his hands into hammers as he charging one of them with his hammer fists. Batman gripped his shock pad knuckles hitting Thanagarians with electric punches.

* * *

Thanagarian Command Ship

Talak looked at the holographic screen and see Superman, Wonder Woman, Green Lantern and another unknown creature with the same hourglass symbol on its chest. "Commander, The Justice League is approaching." said one of the soldiers.

"Kragger's strike squad has failed. Launch interceptors." said Talak as his command, hundreds of fighter ships swarming around the command ship.

"Pretty bad odds." said Wonder Woman as she narrowed her eyes.

"Four vs. a Hundred, this going a easy one." said Jetray agreeing with Wonder Woman.

"Yeah, They don't stand a chance." said Superman as he glared at them.

As the four heroes charge into the swarm of fighter ships. Superman and Wonder Woman ram though fighter ships like they were made of paper. Green Lantern firing energy blasts from his power ring. Jetray went faster and shooting neuroshock from his eyes cutting the fighters by the dozens.

* * *

Back at the Watchtower

J'onn, Batman, Gwen and Kevin finishing off the remaining Hawk soldiers on the main deck. "Okay, The Watchtower is ours again." said Flash as he zoomed next to Batman. "So, where's our secret weapon?" Flash questioning Batman.

"You standing in it." Batman

"Wait, you mean we're gonna-" said Flash as Batman cut him off and heading towards to the main computer. "Take the Watchtower out of obit and drop it right on top of their science project."

Gwen step in between Batman and Flash. "Wait, what about people down their?"

"The Bypass will be abandoned by now, it will be activated by remotely by the command ship." said Batman as he glared the unconscious hawk-soldiers. "Get them the escape pods." as Batman activated the primary thrusters blasted the Watchtower and headed out of obit and on course towards the hyperspace bypass.

As Flash, J'onn, Gwen and Kevin are starting to move any Thanagarians to the escape pods before launching. Only one escape pod left, Flash zipped the entire Watchtower checking any Thanagarians.

J'onn, Gwen and Kevin dragging the last of the hawk soldiers in to the escape pod. "Is that the last of them?" said J'onn

"Yeah, The tower is completely pest free." Flash grinning.

"Good" as Batman press a button as the pod's doors closing shut and launching away from the Watchtower. As the group press against the glass. " What are you doing?" said a Panicking J'onn.

"I can't have the Watchtower burn up on reentry. I'll have to guide manually." said Batman over the intercom. As Gwen banged on the window. "Batman don't do it."

"Gentlemen, Gwen. It's been an honor." as Batman turn away as Flash dropped to the ground gazed on the floor. J'onn looked down at Flash with sorrow. Gwen starting to remember did the same thing with Grandpa Max.

Kevin scooted closer to Gwen to his shoulder as she let out her tears.

* * *

Thanagarian command ship

Superman fired his heat vision shooting one ship after the another. Wonder Woman bashing her fists thought the fighter ships like they were made out of paper and she torn one of ship's cannon and shooting with it. Jetray flew in supersonic speed and shooting his neuroshock shooting ships and the defensive cannon of command ship.

Green Lantern use his ring to create a giant electric drill and it drill into the hull of command ship until ripped though the ship and swooped in.

In control room one of the hawk solider pull up a holographic screen of Green Lantern. "Intruder alert. All available security forces to the engineering deck!"

"Delay that" said Talak holding a war axe in his hand cracking with electricity. "Green Lantern is _**Mine**_."

* * *

While at the Watchtower.

Batman ran to main deck and activating thrusters to maximum and also active reinforced blast shutter over the windows. He type in the course to the Hyperspace bypass.

Batman at the command chair and active a steering wheel as the screen turn on a direct view of the Watchtower on a course projection.

* * *

Back at the Command ship

Superman throw a fighter ship into a bridge of the command ship latching between outside and inside. Wonder Woman see the opportunity by slamming her fists into it ramming to the control room causing to explode. Wonder Woman flew through wreckage as Jetray follow her as they land.

As they ran to a corridor splitting left and right. "OK which way to go left or right?" said Jetray.

Wonder Woman placed her hand on Jetray shoulder. "I go left and you go right. One of us have to find that force field generator."

Jetray nodded. "Let me change first" as his slam his hand on the Omnitrix dial on his chest. A green light shines as Wonder Woman shielded her eyes before died down as she saw in Jetray place is creature made of pale green crystals with four large crystal shards on his back and two in the front and wears a black sleeveless shirt and green pants and black boots, the Omnitrix symbol is on his chest. "DIAMONDHEAD" as he shouted.

"Well that was impressive" said Wonder Woman see another of Ben's transformation.

"Thanks, now lets find that force field thing and save the planet." said Diamondhead as he shifted his hands into crystal blades. Diamondhead goes right and Wonder Woman goes left.

Wonder Woman fought through a large number of hawk soldiers and take them on without a problem as her defeated one group she noticed a door with irregularly bars and a force field holding her former friend and comrade, Hawkgirl as she looked her with hate.

"I should leave you to burn" said Wonder Woman as she raised her sword through the controls of the cell. The bars withdrew into walls and the force field shut down. Wonder Woman marched away without a another word.

Shayera walked out the cell and picking up a mace and flew straight to the force field control.

* * *

Engineering Deck

Green Lantern pierced through the doors as quickly he enter.

"The Force Field control is over here." a voice coming from the shadows as Hro Talak step into the light and blocking the path to the shield control. "That is what you came for, Yes?" He raised his war axe. "All you have to do is get by me."

"It'll be a pleasure." said Green Lantern as he raised his ring and fired at Talak who slice it with his axe.

"No" as Hro glared his eyes at Green Lantern. "This won't be like the last time when you took something that belong to me."

"Whatever I took was freely offered. You should take better of your stuff." as Lantern fired a barrage of green blasts, all were block or deflected by Hro.

Green Lantern took flight so does Talak as he swinging his axe around then Lantern form a shield to block his attacks.

Lantern's shield was starting to break with more hits until its finally break into pieces and Talak swinging his axe at him over and over.

When he grabbed Lantern's throat. "I've beaten you, little man." as he lifted his axe. "Any last words?"

"Yeah, you can kiss my ax!" Green Lantern's ring formed a battle axe. Asthinks they axes clashing each other.

* * *

Diamondhead fighting a another group of thanagarian soldiers using his crystals shards coming from his hands or his crystal blades. The hawk soldiers shoot their lasers at Diamondhead but his crystals skin is reflecting and shoot right back at them.

He slam his fist to the ground as crystals coming from the ground crashing into them. He caught right at his eye, grab a female hawk soldier with long red hair and green eyes with mace as he raised his fist.

"Wait." Diamondhead pause as he recognize her without her helmet, he does recognize her voice.

"Hawkgirl?" as he pull back his fist and put her down.

"Yes, your name is Ben...Right?" said Shayera

"Right now, you can me Diamondhead. What you doing here?" Diamondhead questioning her.

"I try to make the things right." as she look down in shame. "Maybe I may never recover for what I done, but saving this planet is what matter."

Diamondhead understand what she trying to do is to fix a mistake.

"Let go." as Diamondhead and Shayera storm off. "But if you double-cross me, I'll be sorry you ever met me."

Shayera nodded as the two go.

As they turned into a corner and about to rear the Force Field Generator. They saw a group of Hawk Soldiers headed their way. "You go ahead I'll take this guys." shouted Diamondhead.

"What about you? You can't take all of down." a worried Shayera.

"Believe me, I fought a lot a more then this guys." Said Diamondhead as he slapped his Omnitrix dial. The bright green light blinded Shayera and the Hawk Soldiers in Diamondhead place was a human-sized red and gray mollusk-like alien with a sloping hump that rear over his head and Omnitrix symbol is on his chest. "WATER HAZARD" as he shouted as Water Hazard raised his arms up and pointing his palms at the soldiers, two powerful stream of water shot from his hands. Pushing them into a wall and continue to it.

"Go, I'll right behind you." said Water Hazard as Shayera flew away.

* * *

Back in the engineer deck

Green Lantern and Talak still clashing with their axes and Lantern throw a punch at him.

He dissolved his axe and ring blasting him and senting Hro back into the computer console.

He headed thwart the Force Field Control as Green Lantern's body as aching he lift his right wrist with his left hand using his power ring fired a focused beam at a point of the force field.

"Big Mistake." said Hro's as his war axe slash down onto Lantern's power ring, cutting off the front emblem piece ring off at the same his arm is fracturing hurt.

Talak's fist slammed into Lantern's face knocking he down on the ground as Lantern' eyes are closing, blacking out. As Talak raised his axe about to cut Green Lantern's head off.

"Hro! Enough!" as Shayera enter the room. "The fight over, you're a soldier not a murderer."

Talak paused for a moment, then a he delivered a backhand, sending her to the ground.

"I'm fool." as Talak shouted. "For ever loving you." as Talak about to attack her further, two stream of water push him across the room and into a wall. Water Hazard comes in and his fists on crunching as his eye are furious. This is how Thanagarians treated woman? "Hey! Beak head, how about you face someone your own species? or someone close to yours." said Water Hazard slammed the Omnitrix dial in a bright green light, in Water Hazard's place was a humanoid brown feather bird like creature with a white Mohawk, also got a green mask, armguards, shin guards and harness, with large elbow blades and large talons on hands and feet. Omnitrix symbol is on center of the harness.

"KICKIN HAWK" he shouted

Talak saw the creature turned once again. "What are you?"

"Just your regular shape-shifting alien who turn into about 80 different aliens." He grinned is weird he smiling with a beak. "being it on."

Talak charge at him and about to slice with his war axe, but Kickin Hawk dodge him a deliver a powerful upper punch at his face and a cross kick on his stomach. Talak try to hit him again, but ducked then jumped over him behind his back as he plumed his fists into Talak's back sending him straight the main computer, causing circuits to shorting out with energy and electrocute Talak. The Force Field control dies down. Kickin Hawk said. "Some one needs to shut it down."

* * *

Watchtower

Batman fought with the controls as the Watchtower enter the atmosphere. Red light flashes all over, Alarms sounded loud, cracking with electricity as it starting to fell apart.

He active his comlink. "We're cutting it a little close." as debris falling near him. "Have you shut off the force field?"

"Not yet. Where are you?" as Superman shot down another ship with his heat vision.

"Aboard the Watchtower, Guiding it to target." as Batman struggle the controls.

Superman's eyes widened. "That insane, get out of there."

Batman sweating as heat starting increasing "Negative. I am staying." as comlink had cut.

"Batman!" as Superman raised his fists up and flew towards the Watchtower.

* * *

Kickin Hawk said "You guys better that generator." as he look at Green Lantern.

Green Lantern limped towards to the force field generator by pressing his one good arm, grunting as his pain from his wounded body. When Shayera moved right next to him, placing her over his, She looked at Lantern before they pushed down the lever, lowing it down fully.

* * *

As the Watchtower in flames plummeted towards the bypass. Batman remain conscious as the extreme heat of reentry and sweating coming down on his face, his conscious is fading, his hands are starting to slip the controls and in the moment, Superman crash through the wall and grabbed Batman entire seat, lifting it and flew in the hole he made.

As Hyperspace bypass began to activate. The Watchtower is now on fire as it headed towards the bypass and exploded as a destructed force of a nuke. What the bypass was stand is now a large crater. Superman and Batman who regain conscious saw the destruct of the bypass.

Superman and Batman looked at each other. Superman said. "Always have to be the hero, Don'tcha?"

Batman scowl before he giving Superman a smirk. "Right back at you."

* * *

Back at The Thangarian Command Ship

Kickin Hawk, Green Lantern and Shayera watch the destruction of the hyperspace bypass on a screen as Both Lantern and Shayera smile for a moment when Shayera look down with sorrow.

Kickin Hawk notice Shayera as he realize what she done by betraying her entire species.

When they hear footsteps coming as a platoon of Hawk Soldiers run to the room surround them and pointing their weapons at them. The Three make a stand for a attack. When they hear cried of pain in the back of the room and saw several soldiers unconscious by the door was Wonder Woman, her hair a slight disheveled while holding a sword. "Who next?" said Wonder Woman.

As the soldiers were about to attack, a voice echoed across the room. "Stand down, Lower your weapons."

All eyes is on Talak when one of the soldier ask he. "Commander?"

Our mission a failure." Talak went pass his soldiers despites his body has burn wounds and wings too . "There's no more reason to fight." as he nodded. "Let them go."

Talak walked to Shayera. "I hope you are pleased with yourself. It'll take years to rebuild elsewhere."

Shayera look at him. "Then you better get started." As she walked right pass him along with Green Lantern, Wonder Woman and Kickin Hawk as they marched out of the room.

* * *

Gotham City, Wayne Manor, the next day

Shayera, Ben, Gwen and Kevin watching a news report that shows that hundreds of Thangarians leaving the planet and The reporter went to thanks the Justice League for saving the world.

Ben is surprise that they give credit for their heroes. Unlike a _certain_ reporter in his universe.

As Shayera turn off the TV. Ben looked at Gwen and Kevin who sit couch right next to Ben and Shayera as they been swapped stories about their missions.

Alfred came and bought them a tray of tea and Gwen got up to help him pouring tea in their cups. Alfred leaves to prepare for dinner.

Shayera crossed her arms. "They been in their for a long time."

Ben nodded. "Yes. They have."

After a long time of resting and needed food. The rest of League is discussing by voting of Hawkgirl whether to remain or leave the Justice League. while Ben, Gwen and Kevin introduced themselves and their tell Shayera of how the trio arrive from an another universe and Shayera still can't believe that Ben start his hero career at age 10 that young.

Gwen finish her tea and place her teacup on the table. as Gwen sit down. "Shayera, I know this is a hard time for you." as Gwen having let her hair down.

"I understand what you're thought was right thing. You didn't know what your people were doing." Gwen said as Kevin sitting right next to her. "But you did the right thing by saving the entire planet and the lives living on it."

Kevin starting to speak "Some people might think your traitor and it may takes some time to regain their trust." As Kevin looked down. "Believed me I know that feeling." He remember the times he betrayed Ben and Gwen time and time again when he not power crazed monster.

Shayera eyes wided, Kevin betray his team before and he still remain.

Ben spoke. "Shayera, you might be going to rough times, Everyone might not know what you did, But Me, Gwen and Kevin will know."As Ben place his hand over Shayera's. "Whatever they decide in there, In my eyes, if no else's you're a hero.

Shayera gave smile at the three young heroes.

* * *

"She exploited our weaknesses, betrayed us!" Wonder Woman shouted with narrow eyes.

"Come on! It was the ultimate 'no wins' situation. But when push came to stove, she came through for us, just like always." said Flash.

"She is a pariah to her people. We're all she had left." said J'onn as he stared at Wonder Woman then turn his attention to Superman

"Believe me J'onn, I feel for her. But after everything that's happen. I honesty don't know if I could ever completely trust her again." said Superman

Green Lantern remain silent as he right arm is cast from his battle with Hro Talak.

Batman spoke up. "We are arguing in circles. It's time to take a vote."

* * *

Alfred came the Shayera. "They've sent for you, Miss." said Alfred.

Shayera begin to walk towards to dining room that the Justice League are. "Shayera as Ben spoke. "Hey what ever happen in their, Remember your a hero and always will be."

Shayera smile at Ben, Gwen and Kevin as she taking a deep breath.

* * *

Shayera open the door and finding other six leaguers. Her teammates, friends that she betray as Superman spoke, "Hawkgirl." as Shayera interrupted.

"Before you start, I have something to say." as she take a deep breath. "I came to this planet as a patriot. I had a mission and I carried it out. What I couldn't know was that I would care for the Earth and her people that I would come to care for all of you" As her teammates looked at her ever Batman and Wonder Woman. "I've spent the last five years torn between my feeling and my duty. I won't ask you to do the same." Shayera straight up. "Therefore I am resigning from the Justice League."

The Justice League watched as she turn and heading toward the door. Before she reach the door, Flash stepped forward stopped her and give her a hug as her eyes closed before letting go.

Flash watched as Shayera walked toward the door and closing behind her. "Great.. No Hawkgirl, no Javelin, no Watchtower. What going to happen to the League now? Do we all walk away?"

"No, we rebuild. Starting today." J'onn spoke

Superman stood up and spoke. "J'onn's right." as he looked at other Leaguers. "Earth still need us. And we're never let her down. It's our duty."

Green Lantern looked down as everything just happen over his mind.

* * *

Ben, Gwen and Kevin stood up when Shayera who came back into the living room.

"They kick you out already?" said Kevin

"Kevin!." Gwen elbowed Kevin in the stomach, he winced.

Shayera shook her head. "No, I resign."

Ben towards her. "You didn't know what their vote is?"

Shayera looked at the windows. "No, I think be good for me, to find out what I suppose to do. Who am I?"

Ben, Gwen and Kevin looked at her with mixed emotions. In their short time in universe, They bounded with Shayera and they wish not to see her leave.

Gwen stepped forward and give a big hug. "If you ever need someone." before pulling back with a smile. "To talk or have some girl, you come me."

She turn to Kevin hug her while maintain his 'tough guy' look. "Good luck out their, What every out their is." pulled back and her give a thumb up.

Then finally Ben give her bug. "Whatever you looking for in this soul searching, Remember this, Your are hero. Never forget that." pulled back and give a big smile to her.

She looked three teens before going outside. When Alfred cleared his voice. "Master Ben, Master Kevin, Miss Gwen. They sent for you now."

* * *

Shayera had her eyes closed and the wind blowing through her hair. John was behind her as she open her eyes. "You never asked how we voted." said John.

Shayera smile a little. "It doesn't matter."

John never look back. "So where are you going to go?"

Shayera looked at the sunset. "I don't know. Someplace where the fate of the world isn't in my hands. Someplace with no secrets or lies."

"Was it all a lie?" said John.

Shayera turned around an look at John. "I love you, I never lied about that." as she turn and spread her wings and jumped.

As he watched her fly off towards to sunset. As tears coming down from his eyes. "I love you too."

* * *

 **Here the first chapter of Ben 10: Alien League.**

 **P.S. Ben's love interest is a young Zatanna**

 **also Ben will have all his Omnitrix aliens and Ultimate forms including new aliens and new ultimate forms.**


	2. Healing

I don't own Ben 10 or Justice League.

Ben 10: Alien League

Healing

* * *

Shortly after saying goodbye to Shayera, Ben, Gwen and Kevin silently walked into the room where the Justice League were waiting to decide what they planned to do with the trio, since they were not from this universe. They noticed that John was absent from the group. The teens figured he probably went to go see Shayera one more time before her departure.

Superman spoke first.

"Ben, Gwen, Kevin. First of all, we want to thank the three of you for what did during the Thanagarian invasion. You each have a true hero in you and that's why we..." When Ben has his hand up.

"Wait, before you say something else. Gwen, Kevin and I don't intend on continuing being heroes. We just helped you guys because we didn't know what to do until the crisis was over." as he looked down. "And we were kind of hoping to retire from the hero's game."

Wonder Woman stood up. "The three of you desire to no longer be heroes? Why is that?" she asked curiously.

Ben look at J'onn. "Gwen told me you're a telepath, right?" J'onn nodded. "Just looked into our minds-" Ben started before Kevin cut him off.

"Wait a minute, Tennyson. I'm not letting someone into my head again." Kevin objected as he remembered when the Rooters did the same thing to him. It was one of those memories of his dark past he tried very hard to repress. Gwen gently laid a hand on Kevin's shoulder while giving him a sympathetic look.

"It's ok Kevin, I'm sorry. We haven't had the best experience with a telepath in the past." She informed the League.

Ben nodded at J'onn before his eyes glowed and he saw the memories of the three youths. A few seconds later, J'onn backed up from his chair, a look of horror all over his face.

"J'onn, was wrong?" Superman asked the Martian, who shook his head.

"A few days ago, our hometown was under attack by an alien invasion led by one of our archenemies." Ben was on the verge of tears as he explained. As was Gwen, while Kevin looked to the side, a frown contorting his face. "Before we noticed something was wrong it was too late. Our parents were all killed. And my Grandpa Max sacrificed himself to stop the invasion." Ben lifted up his left arm, showing the Omnitrix. "All because of this stupid watch on my wrist."

The Justice League had no idea how to respond to what they just heard. None of them could imagine the pain they endured when they were forced to watch their loved ones killed before their eyes, with the exception Batman who knew what the three teens were going through.

Superman spoke again. "Ben, Gwen, Kevin, we understand. Do you think you three could wait outside for a moment?

The trio silently nodded before they stepped out of the meeting room, leaving the League to talk in private.

"That kind of ruins the whole 'ask them to join the League' plan we had early." Flash pointed out.

"They lost everything that held meaning to them." J'onn stated.

"I could sense before that they were severe, emotional in pain." Diana said. "But I had no idea… they endured so much."

"On top of that they lost their families." Batman chimed. "They were sent from another universe, got into a battle they didn't want to be a part of and they haven't been given the time to grieve."

Superman rubbed his chin, pondering on what to do about the three youngsters. "Maybe we should give them that time." He said getting the others' attention. "I could take them to my parents' house; give him some space to come to terms. At least it'll get them out of your hair, Bruce." He joked.

This earned him a scowl from the Dark Knight.

"That wouldn't be a bad idea, Clark." Diana agrred. "Maybe they can meet Kara while they're staying. Plus it could be a good chance for your cousin to be around other heroes her own age." She added with a thoughtful expression.

The Man of Steel, the World's Fastest Man, and the green Martian nodded in agreement. "Once the three of them are up for it, maybe we can show them around. Ben did say that Metropolis didn't exist in their own universe." Superman looked at the other Leaguers. "Now, if there aren't any other matters, I think that we should adjourn for now."

The other Leaguers nodded, before leaving the room. Some returned to their homes while others went to rooms loaned by Bruce. J'onn sent a telepathic summary of the meeting to Green Lantern, while Superman left to get Ben, Gwen and Kevin.

* * *

Smallville, Kansas

Superman, Ben, now transformed into Jetray, Gwen and Kevin riding on a mana platform with Gwen using her Charm of Telekinesis to match Superman and Ben's speed flew just over Clark's home town of Smallville. Ben didn't say much since leaving the meeting, neither did Gwen and Kevin. Other than saying they were agreeing to going with Superman and saying goodbye to the other members of the League. The League was relieved that Ben hadn't completely withdrawn after his outburst. They'd given small smiles to each member, even Batman. Ben blushed slightly when Wonder Woman had given a gentle hug, Kevin and Flash exchanged fistbumps and Gwen shook hands with J'onn.

They were making good time in getting to Smallville. At his maximum speed, Jetray could reach Mach 10 or faster if he wanted to. Superman could fly faster than that, but he didn't say so and he doubted that Jetray would care very much right now if he did. They also had to make sure Gwen and Kevin could keep up.

"Home sweet home," Clark said as they landed, showing the three teens his childhood home. Ben felt relaxed here for some reason. It was nice and quiet. The simple life, one would call it. There was a field, a barn, and a nice two-story house. "Peaceful," Ben noted as he tapped the Omnitrix symbol on his chest.

As the teen reverted back to normal, Kevin looked around the farm. "Wouldn't have guessed a guy like you grew up on a farm."

"I think it's nice and it'll help take out of our minds off." Gwen commented.

"Well it's time to meet the folks," Clark said as motioned them to follow him towards the house. "Ma! Pa! I'm home!"

A moment later, an elderly man and woman opened the door to greet them. While both were getting on in years, they seemed lively and in good shape. The man kind of reminded Ben and Gwen of Grandpa Max.

The woman, Martha Kent, walked up to Superman and gave him a hug. "Welcome back, Clark."

Clark smiled down at his mother. "It's good to see you both." He turned his head towards Ben, Gwen and Kevin. "This is Ben, his cousin Gwen and their friend Kevin. I was hoping that you could let them stay here for a few days. A week at the most. At least until we can find a place for them."

Martha looked at the three youths. They seem nice, but their eyes looked haunted as if they'd seen too much. Jonathan, who had also come forward to see his son, had seen the same thing. He shared a look with his wife, who nodded.

"Of course, son," he said, then turned to the three. "Why don't you three let Martha show you to Clark's old room and the guest room? You three look tired and should get some sleep, then we'll show you'll around the old place."

Ben gave a small smile. "Thank you, Mister Kent."

Gwen also gave a small smile. "You're too kind, sir."

Kevin still giving his brooding look. "Yeah, thanks."

As Martha led them into the house, Jonathan turned to his son.

"So, Clark, what's story with those three?"

Clark sighed. "Well, dad, it started with the Thanagarians..."

* * *

Martha had shown Ben, Gwen and Kevin around the house, and then to Clark's room for Ben and the guest room for Gwen and Kevin where, after thanking her profusely. Ben immediately fallen asleep. He did not get much sleep, because the same nightmares that had been plaguing him for the last two nights woke up. He knew that Gwen and Kevin were also having nightmares as well. After drying the tears off his face, and knowing that he wouldn't be getting any more sleep more than the three hours he'd already gotten, he decided to start his day. He took off his jacket, which he'd fallen asleep in, when he realized that he didn't have any other clothes. In fact. he'd been wearing the same clothes for three days straight. He would have to do something about that.

After he showered, he placed his clothes on the bed, then activated the Omnitrix. After finding the right alien he needed, he slammed the dial down. In a flash of green light, a large robot-like alien with a copper body, long thick arms, stubby legs and a windup handle on top of its head. On the black section of its head were two dot-shaped green eyes and a thin line-like mouth. It had black stripes and the Omnitrix diall was positioned over a transparent piece of green circular glass over a porthole with gears and clock parts ticking and turning inside.

"CLOCKWORK!" the new alien shouted in a German accent, though his mouth didn't move when he spoke.

"Okay, let's do something about these clothes."

He pointed his hands at his clothes, and a green beam shot out towards them. After a moment, the beam stopped. Clockwork leaned forward to examine the clothes. They were completely clean. He had used his powers of time manipulation to reverse time around his clothes, until they were in the condition they'd been in before he'd put them on three days ago.

He asked Gwen and Kevin if he could do same with their clothes. Which he did and the Anodite and Osmosian thanked him for that.

Pleased with his handiwork, Clockwork slapped his Omnitrix dial and turned back to normal. After getting dressed, he went to Gwen and Kevin's guest room and knocked in their door to ask them if they wanted to come downstairs, to which they complied.

After getting dressed and waiting for Gwen and Kevin, they walked downstairs. Sitting at the kitchen table, drinking a cup of tea, was Martha Kent.

She looked up in surprise. "Oh, hello you three." She kindly greeted them. "I thought you'd still be asleep."

"I haven't been sleeping well for the last few days." Ben scratched the back of his neck in embarrassment.

"Me neither." added Gwen stretching her arms up.

"I'm good acutally," Kevin claimed, but the Tennyson cousins could tell he was lying.

Martha nodded in apparent understanding. "Well, I'm sure that if I found myself in another universe, I would have trouble sleeping too." At the shocked look of the trio, she chuckled. "Clark told Jonathan, and Jonathan told me."

Ben and Gwen smiled and Kevin chuckled sheepishly. At least they wouldn't have to tell their story again. They were kind getting tired doing that. Their smiles grew wider when Martha brought out some pancakes.

"Hungry, dears?"

Like she needed to ask.

Ben sat back in his chair with a sigh, Kevin did the same thing and Gwen sat in right position while using a napkin wipe out food scrapes from her mouth. Ben and Gwen hadn't had a good breakfast in years. Martha watch them with a bemused smile.

"Good heavens, you kids must really love pancakes."

"After our grandpa made us eat jellyfish, octopus, bugs and other things not from Earth for so many years, stuff like pancakes are the food of the gods." said Ben with a straight face told Martha that he being serious.

"That hits the spot." said Kevin than suddenly a loud belch escaped his mouth. "Exscue me."

"Thanks for breakfast, Mrs. Kent." said Gwen politely as she stood up. "Do you want help with the dishes?"

Martha stood up as well. "No, thank you dear, but if you three do want to help, Jonathan could use some help with some of the farm work. Without Kara around, it can be a little hard for a man his age. He's around the barn; it shouldn't be too hard to find him."

"Me and Gwen worked in a farm once when we're kids, so this will be easy for us" Ben said remembering the time on that summer vacation when he and Gwen worked on a summer farm with their Grandpa Max where he used his aliens to do the work faster shortly before he fought that alien mummy.

Ben and Kevin stood up and headed to the door. Just as Gwen joined them and Ben reached the doorknob, he turned around.

"Wait a second, who's Kara?" asked Ben had a confused look, so did Gwen and Kevin.

Martha laughed. She'd forgotten to tell them.

"Kara is Clark's cousin. She goes by the name of Supergirl sometimes."

Ben's eyebrows rose. "So she has the same powers as Clark?"

Martha nodded.

"Cool." Ben flashed a grin. As he was opening the door, Martha called out again.

"It's a little chilly out today," she said, "don't you want your jacket?"

Ben frowned and looked at his arms. Gwen and Kevin looked at Ben with concerned looks. All he had was his black t-shirt. He turned to Martha.

"That jacket belongs to a hero." He said. "I don't know if I'm ready to be that hero again."

* * *

It's a wonderful day for flying, thought Kara Kent, aka Supergirl. She was heading to the Kent farm from Gotham city, where she'd been keeping her friend Barbara Gordon, aka Batgirl, company during the Thanagarian occupation. Once Batman had returned, she decided to go home before Batman kicked her out of "his" city.

Once she reached the farm, she used her super speed to rush to her room, so that she could change out of her costume. After a quick hello to Martha, she zoomed upstairs. Before she entered her room, however, she noticed something amiss.

Usually, the door to Clark's room was closed. But now, it was partially open. Did that mean that her cousin was home? He usually called her cell phone to let her know when he was back. She walked up to the door and slowly opened it. Everything seemed in order, save for two things. First, the bed was not made to the exacting Kent standards. Second, there was a green jacket with a 10 emblazoned on the left side.

Kara picked up the jacket. It was much too small to be Clark's.

She went to the guest room and checking in. Just like Clark's room, the bed was also not made and she noticed by the lamp, their were five small round stones with weird markings on them and a padlock necklece with the number 11 on it. She picked up one of the stones for a closer look.

"Those belong to our guests." Kara jumped and spun, seeing Martha in the doorway.

"We have guests?" suddenly Kara was worried. Clark was always lecturing her about not using her powers in Smallville. She fervently hoped that his guests hadn't seen her flying in.

"Clark brought them here this morning," Martha explained, "before heading back to Metropolis. Their names are Ben, Gwen and Kevin, and they'll be staying here for a few days."

Kara groaned. "Are they the kind of guests that I need to be 'normal' for?"

Martha smiled and shook her head. "No they're different than normal people. Apparently these three flew here, right alongside your cousin."

"Really?" Kara asked now interested. "Who are they, have I heard of them?"

Martha got a little saddened look on her face remembering the stories Clark had told them of Ben, Gwen and Kevin. "Well they're about your age but I don't think you'd know them."

"My age? Really?" She liked hearing that, most of the other heroes on this planet were either older or younger than her and it was nice if she could meet someone her own age. Granted she was friends with Barbara but she was only slightly older. "Are the boys cute?"

Martha nearly laughed. "Well you'd have to find out yourself."

"I think I will." Kara said with a grin as she put the stone back in its place and speed off to her room to drop her stuff off and changed out of her school clothing into jean-shorts and a plain T-shirt and went to see where they were. She was lost in thought that she hadn't realize she'd reached the barn until she hit the size of it. Embarrassed, she looked around to make sure that no one else had seen her. She was heading inside when she heard a rough voice.

"FOUR ARMS!"

She rushed inside, but then froze upon being greeted by an astonishing sight. Kara's adopted father watched as a large humanoid creature with red skin was carrying large bails of hay in his arms. He was approximately ten feet tall, had well developed muscles, two pairs of four-fingered arms, and red skin. A black stripe goes from its chin to its lower lip with a black ponytail, and it had four green eyes: a main pair, and a smaller pair below them. It wore gold wrist and ankle bands, and black briefs like Superman would wear, which had a gold waistband, as well as two golden sashes that go across its chest. The red-skinned humanoid stopped when it noticed her.

Also she noticed that a girl with red hair and tall muscular boy with a black mullet hair about her age were also working around the barn.

"Oh God, please tell me you're Kara?" Four Arms asked, a flicker of fear present on his face.

"Yeah, I'm Kara," the blonde confirmed.

The four-armed alien sighed in relief before he finished stacking the bales of hay. Kara noticed the strange, green and black symbol on its chest. What was that?

Jonathan Kent walked up to her. "Quite a sight, isn't he?"

Kara nodded again. As she saw the red-headed girl as she rose her hands up and suddenly they glowed with a pink energy as she created mutiple tendrils to lift some farms tools and stack them up the wall.

Kara was rendered speechless.

Four Arms then slapped the dial on his chest before a bright green flash illuminated the barn. When the light cleared, in his place stood a boy about Kara's age as well, with brown hair and green eyes. On his left wrist was a white, green and black wristwatch with similar symbol on the faceplate.

The boy held out his hand. "Hi, I'm Ben, Ben Tennyson."

Kara shook his hand

The red haired girl walked by her and held out her hand as well. "I'm Gwen Tennyson, is nice to meet you Kara." as Kara shook her hand, the large boy walked up to her. "And this is boyfriend, Kevin Levin."

"Sup" as he held his hand too and Kara shook it. "By the way Mr. K, Your tractor is as good is new."

"Thanks Kevin, your're pretty good with machines." Jonathan said.

Jonathan coughed, causing the teens to look at him. "Sorry." he said. "But I'm going to take a nap inside. Old age is a pain." grumble the last part.

After he left the barn, Ben, Gwen and Kevin turned to Kara.

"So," Said Kevin. "Superman's cousin, huh? Can you fly?"

Kara responded by lifting a few feet off the ground. Ben had a massive grin on his face, showing brilliantly white teeth.

Gwen with a smile. "Woah."

"That never gets old." Said Kevin with his arms cross.

Kara tilted her head. "Why are you guys impressed? Ma told me that you three flew here with Clark."

Kevin said. "Actually, I can't fly, I flew with her." pointing at Gwen.

Gwen raised hand up, An pink platform appear in front of her as Gwen jump on it as it lifting up.

"Cool." said Kara

Ben said. "And for me, See this?" he showed her wristwatch. "It's called the Omnitrix. It let me turn into different aliens, each one with different powers."

Kara was shocked. She had never heard of such technology. Even the most advanced scientific achievements on Argos, Krypton's sister planet, had never even come close to something like that.

Ben pressed his two fingers on the faceplate, causing a green hologram half-ring appear. when it did, Kara see Four Arms face as he scrolls and see different alien faces.

Kara pointed at one. "What's he do?"

Ben smiled. "Well, my next chore was to sweep out the barn. This guy'll do fine."

Ben select the alien, the faceplate slid down and dial pop up. He slammed down the dial. Kara, Gwen and Kevin covered their eyes from the green flash. When it died down, she saw creature that resembled a blue-skinned, semi-armored velociraptor with three, black dagger-like claws on each hand with a long black and blue striped tail. The creature wore a black jumpsuit with a white line going down his chest as well as a black helmet over his elongated head, which revealed his black striped, noseless face with reptilian features, black lips and large green eyes. His two-toed clawed feet were curled around what appeared to be black spheres, and he had the Omnitrix disk on his chest.

"XLR8" shouted the alien. "What do you think?" XLR8 raised his clawed hands,

"So, what this one do?" Kara said.

"Watch and see, If you can see me?" XLR8 smiled as a visor cover his face and zoomed to grab the broom. "You might want to cover your mouths." They did what XLR8 told them.

He use his super speed with the broom to sweep the barn as dust and loose hay blew out to the door. In moments, the floor was swept clean.

"Great, By the way Ben, i can see while you using your super speed." Kara smirk. "What happen you want a different alien?"

"I'll just do this." XLR8 slapped the dial on his chest, in green flash, In XLR8 place is a three foot-tall humanoid black and white alien with three fins on the top of his head, gem-like orbs on his arms, three button-like gems on his wrist and the Omnitrix dial is on his forehead.

"DITTO!" he shouted.

Kara was torn between confusion and laughing. She seem that this alien was harmless.

"Sorry Ben, But this alien is so cute." She said. "So what he can do?"

Ditto grinned. as began to splitting into three copies of himself. "We can do this." All three Ditto said.

Kara was shocked when she see this alien. As the Dittos merge back into one and slap the dial on his forehead, turning back to normal. Ben see that Kara staring at him, eyes wide.

"That was awesome." Said Kara then she to Gwen. "So Gwen know you can create pink energy contructs like Green Lantern, What else can you?"

Gwen raised her right hand and glow pink. "That energy I make is called Mana and this," Gwen speak in strange language. "Abeo Exorior" as bright pink glow appear from her hand then it dies down and appear in her hand was one of the stones she saw earlier. "I can also do magic."

"By the way, Gwen what about those stones you have?" Kara question Gwen.

Gwen Answer Kara. "This is a Charm of Bezel, Each charm have a magical ability, This is the Charm of Luck, let me show you." As she grab a horseshoe. "I'll throw this horseshow over their." pointing the nail on the beam.

Gwen active the charm. She throw the horseshoe, But in the wrong way it, boucing in different directions, zigzag allover the barn, until it landed on the nail.

"Wicked, Now that some good luck." said Kara as she finally turn to Kevin. "Ok. Tough guy what yours powers?"

Kevin smirk as he place his hand the wooded beam, Kara was stunned when his hand become wood as the beam until his whole right arm became wood.

"I can absorped matter, anything like wood, stone, metal and other stuff." said Kevin "And I can do this." As he change his hand into an round sphere.

"Ok, that a cool power." said Kara

Ben shrugged, trying to be modest, but that grin wouldn't leave his face. It just felt too good to be appreciated. After that repoter, Will Harangue had used his influence to turn world against him even after he was turn into a mutant-squid alien. He had forgotten what it was like to be liked.

"Lucky I haven't use XLR8 full speed. "He said. "Otherwise, I'd have probably blown the barn down."

Kara gave him a quzzical look. "Have you knocked down barns before?"

Ben's grin turn sheepish. Well, before I really got the hang of it. I used to cause a lot of damage to buildings and stuff. People don't really appreciate having their car crushed by an alien."

"Mostly to my car." Said Kevin scowling as he remember all the times Ben's aliens mess up his car, by smash into, blow it up, melted or even throw into space .

"Ben got really careful since then," said Gwen as she gave a weird look. "Most of the time."

"So Ben, where'd you get that thing?" Kara gestured towards the Omnitrix.

"It's a long story."

"I'll get popcorn?" Kara offered

"Deal"

* * *

A few hours later, the sun began to set and its golden light illuminated the clouds and earth. It was a majestic sight, a sentiment shared by the four teenagers. The Alien Hero, Anodite-hybrid, Osmosian-hybrid, and Kryptonian decided to sit on top of the barn roof to enjoy the view. Kara flew to the top while Gwen created a mana platform to carry herself, Kevin and Ben. The trio explained everything to Kara from the beginning; starting with that fateful summer vacation the cousins had with their grandpa 7 years ago, when Ben had found the Prototype Omnitrix then got the Ultimatrix, then finally the new Omnitrix. They went on to tell her about several of their adventures, the people he'd met, the battles they've had, as well as how Kevin officially became a Plumber.

Kara was like a little kid being told a story; neither Superman nor Batgirl told her many stories of their battles. In fact, the only hero that she knew who consistently told stories was Flash, and she was pretty sure that those were exaggerated.

At the moment, Ben telling her about the time when an news reporter named Will Harangue who tried denounce Ben as a threat and also get on Ben's nerves. Harangue even built a robot that was able counter all Ben's aliens moves,

"...I used Humungousaur to fight it, it was too strong for me, then I realized the robot knew my aliens' moves, but then I thought 'what if it didn't recognize their moves?'. So I used fighting moves I got from a video game."

"You used moves from a video game?" Kara asked in astonishment.

"Yeah, he did and that caused the robot to go on a rampage." Gwen chimed in.

"What happened next?" the Kryptonian asked curiously.

"I turned into one alien that the robot didn't have any moves memories to be counter, My smallest alien, Nanomech. And Kevin used a straw to shoot me into its exterior and take it down from there."

"Which Gwen picked up from the trash and put in my mouth" Kevin added bluntly from the memory.

Kara held her mouth to keep from laughing at the Osmosian's expense.

"Then what?" inquired Kara.

"I turned into Way Big, carried it to Harangue's news station, he saw me with it, and then I 'accidentally' dropped it on his car."

Kara starting laughing hysterically. "I bet he was mad."

"He sure as." Ben agreed fondly at the memory.

Kara shook her head, grinning. "You guys have craziest adventures." then the grin vanished, and she leaned forward, with as serious look. "So why don't you three want to be superheroes anymore?"

Ben sighed at the question. Gwen looked down solemnly and while Kevin's face contorted into a scowl. They knew that question was coming. Ben decided to counter with one of his own.

"Do you know what it's like to lose everyone that you ever cared about?"

Kara look at Ben for a moment, then looked at her feet. "Yeah, I do." She

"What?" said Gwen.

Kara looked at Ben, Gwen and Kevin, who all three had a look of shock on their faces. "Did Clark ever tell you three about what happened to our own planet, Krypton?"

The three nodded. It had been a few hours after they had defeated the Thanagarians; Since Ben had shared their story with the League, Superman had thought it only fair to tell them his own.

"Well, when Krypton exploded, I was on Argos, Krypton's twin; it had throw out of orbit, and was freezing over. We didn't have long before we would all die. Most of us were put into stasis so that there would be food and supplies for the scientists that were working on a way to save everyone else. It didn't work."

Tears began to form in the corners of Kara's eyes. which she quickly blinked away.

"When Clark found me, I was the only survivor; all the other stasis pods had failed." She look back at Ben, Gwen and Kevin. "What happen to you three?"

Not it was Ben who was looking at his feet. "One of my villains attacked my home. My parents, Gwen's parents, my Aunt Natalie and Ulcle Frank and Kevin's mom and stepdad..." Ben paused to shallow the lump in his throat. "And then my Grandpa Max, they all, gone."

Gwen's tears are coming fast as she take comfort on Kevin's shoulder.

Kara fought hard to hold back her tears. While she knew what it was like to lose everyone important in her life. She had several years to grieve and move on. Those three had only three days.

The youths sat in silence for a few minutes, just watching the sun set. After a while, Kara jumped on Gwen's Mana platform and lowered they to the ground. They headed indoors, where they enjoyed dinner with Martha and Jonathan. Ben, Gwen and Kevin shared a few more stories, ending when he had saved the universe from the Highbreed Invasion, and then saving the Highbreed race from extinction. Gwen tells they how she began her hero career as Lucky Girl and manage to defeated the sorcerer Hex for the first time. Kevin didn't tell must stories, Ben and Gwen knows that Kevin don't want talk about most of his past.

After dinner, They headed towards their rooms, It had been a long day and all four felt emotionally drained from their experiences.

* * *

Ben had been here before. He remembered coming here. running faster when he saw the smoke. He arrived with Gwen and Kevin, hoping that their familes was okay. They saw the blood, and knew that someone was hurt. Then they saw the bodies. They saw the expressions of pain and horror. Then they saw him, standing on the ruins of his house, his sadistic laughing reaching his ears once more...

Ben Tennyson shot up in the bed, tears streaming down his face. Not here, not now! Ben thought, afraid to let Gwen, Kevin, Kara or the other Kents see him like this. The teen quickly dried his eyes and looked at the alarm clock next to the bed. Two in the morning. Ben sighed, knowing he wasn't going back to sleep tonight.

As he climbed out of bed and prepared to walk downstairs, the door opened, revealing a concerned Kara Kent standing in the hallway. "Ben?" she asked. She had heard Ben groaning in his sleep, courtesy of her super-hearing.

Ben Tennyson locked eyes with the blonde powerhouse, and there was a painful silence in the air. Then Ben's control broke as he sat back down and began sobbing again. Kara quickly ran over and wrapped her arms around the broken teen, pulling him close as he let his inner pain show itself externally.

Seeing her new friend like this, his pain, made Kara begin to tear up too. Her memories suddenly came rushing back like a tidal wave of grief. Kara hadn't cried in a long time, and now, she was once more. The two heroes sat on Clark's bed, in total darkness, mourning everything they had loved and lost.

* * *

I'm sorry this took so long. I been busy. With the help of Terrorking10, I back at track.

This is a reminder from the last chapter. Zatanna is Ben's love interest in this and she will be 18(Young Justice version).

Ben have all his aliens(from the original to Omniverse) and Ultimate forms, He will also have new aliens(including the ones from the reboot) and new Ultimate Forms.

I hope you all a nice holidays.


End file.
